Setting up a Limited Liability Company (BV) in The Netherlands

A Besloten vennootschap or BV is actually a Limited Liability Company established in the Netherlands. A Dutch BV is a legal entity with an authorized capital divided into shares, which are privately registered and not freely transferable.

Capital

There is a minimum share capital requirement of 18,000 EUR for setting up a Limited Liability Company in Netherlands. Each shareholder must contribute to the initial capital and at least 25% of each contribution must be paid up before registration in form of a deposit into a temporary bank account. Contributions in assets are also accepted.

Shareholders

A Dutch BV can be incorporated by at least one shareholder, who can be at the same time the full management board. If this is the case, then the founder’s name will be registered in the certificate of registration from the Trade Register. If there are two or more shareholders, their names will not be registered, but they need to provide personal details to the Ministry of Justice. If the main shareholder who contributes with more than 25% shares does not live in a European Union member state or in the United States, it may be difficult to obtain a permit from the Dutch government.

Management

A Limited Liability Company set up in the Netherlands is managed by a board of managing directors, appointed by the shareholders, without any restrictions of residence. The management board takes the important decisions for the company’s activities. If there is no restriction in the articles of association, the individual board members also have the power to act and decide for the BV. Restriction may refer to the requirement of joint signatures in certain situations. The Board of Directors in usually appointed for unlimited period. It is up to the General Meeting of the shareholders to bring modifications to the structure of the Board of directors. Nevertheless, if there are less than 50 employees in the BV, it is not necessary to have a Supervisory Board.

Control

The Supervisory Board is constituted only if the Dutch Limited Liability Company has more than 50 employees. In this case, external auditors come to check every year the accounts and publish them if the company’s turnover exceeds 8.8 million EUR and the balance sheet exceeds 4.4 million EUR. Otherwise, it is not necessary to obtain the signature of a Dutch accountant.

Other requirements

When it comes to choosing the name of the Limited Liability Company established in Holland, you should check if the name has not been used already and then you should remember to add at the beginning or at the end the letters BV. The name can be in any language that uses the Latin alphabet, but sometimes it is requested to translate the company’s name in order to check for offensive or prohibited language.